UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 20, 2004
                                                           ------------

                         Environmental Power Corporation
                         -------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                               0-15472               75-3117389
--------                               -------               ----------
(State or other jurisdiction           (Commission           (IRS Employer
of incorporation)                      File Number)          Identification No.)


           One Cate Street, 4th Floor, Portsmouth, New Hampshire 03801
                    (Address of principal executive offices)


                                 (603) 431-1780
              (Registrant's telephone number, including area code)



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.


(c) Exhibits

99   Press Release of  Environmental  Power  Corporation  ("POWR") dated May 20,
     2004

Item 9. Regulation FD Disclosure

The Press Release attached as Exhibit 99 hereto is furnished pursuant to
Regulation FD. It is not filed.

Cautionary Statement

The Private  Securities  Litigation  Reform Act of 1995 (the  "Act")  provides a
"safe harbor" for forward-looking  statements.  Certain statements  contained in
this press release such as statements  concerning  planned projects,  statements
regarding sales pipeline, backlog and revenue projections, statements containing
the words  "expects,"  "estimates,"  "anticipates,"  "believes,"  "projects" and
variations  thereof,  and  other  statements  contained  in this  press  release
regarding  matters that are not historical facts are forward looking  statements
as such term is defined in the Act.  Because such  statements  involve risks and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied by such  forward-looking  statements.  Factors  that could cause  actual
results to differ  materially  include,  but are not limited  to,  uncertainties
involving   development   stage  companies,   uncertainties   regarding  project
financing, the lack of binding commitments and the need to negotiate and execute
definitive agreements for the construction and financing of projects,  financing
and  cash  flow  requirements  and  uncertainties,   difficulties   involved  in
developing  and executing on a business  plan,  difficulties  and  uncertainties
regarding acquisitions,  technological uncertainties, risks relating to managing
and integrating acquired businesses, unpredictable developments (including plant
outages and repair  requirements),  the  difficulty of estimating  construction,
development,  repair and  maintenance  costs and timeframes,  the  uncertainties
involved in estimating  insurance and implied warranty  recoveries,  if any, the
inability  to predict  the course or outcome of any  negotiations  with  parties
involved  with  Environmental  Power's  or  Microgy's  projects,   uncertainties
relating to general  economic  and industry  conditions,  the amount and rate of
growth  in  expenses,   uncertainties  relating  to  government  and  regulatory
policies,  the legal environment,  intellectual property issues, the competitive
environment in which  Environmental Power and Microgy operate and other factors,
including  those  described in the Company's  Annual Report on Form 10-K for the
year ended  December 31, 2003, as well as other filings with the  Securities and
Exchange Commission.  Readers are cautioned not to place undue reliance on these
forward-looking statements,  which speak only as of the date that they are made.
Environmental  Power  undertakes no obligation to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.



                                   SIGNATURE


         Pursuant to the  requirements of section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                              Environmental Power Corporation
                                              /s/ Donald A. Livingston
                                              ------------------------
                                              Executive Vice President